0001193125-15-068976.txt : 20150227 0001193125-15-068976.hdr.sgml : 20150227 20150227143058 ACCESSION NUMBER: 0001193125-15-068976 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150227 DATE AS OF CHANGE: 20150227 EFFECTIVENESS DATE: 20150227 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHARLES SCHWAB FAMILY OF FUNDS CENTRAL INDEX KEY: 0000857156 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-31894 FILM NUMBER: 15657347 BUSINESS ADDRESS: STREET 1: 211 MAIN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 1-800-648-5300 MAIL ADDRESS: STREET 1: 211 MAIN STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: SCHWAB CHARLES FAMILY OF FUNDS DATE OF NAME CHANGE: 19920703 0000857156 S000004499 Schwab Money Market Fund C000012373 Schwab Money Market Fund SWMXX 0000857156 S000004500 Schwab AMT Tax-Free Money Fund C000012374 Sweep Shares SWFXX C000039063 Value Advantage Shares SWWXX 0000857156 S000004501 Schwab Massachusetts AMT Tax-Free Money Fund C000012375 Sweep Shares SWDXX 0000857156 S000004502 Schwab Pennsylvania Municipal Money Fund C000012376 Sweep Shares SWEXX 0000857156 S000004503 Schwab New Jersey AMT Tax-Free Money Fund C000012377 Sweep Shares SWJXX 0000857156 S000004504 Schwab Cash Reserves C000012378 Schwab Cash Reserves SWSXX 0000857156 S000004505 Schwab Advisor Cash Reserves C000012379 Sweep Shares SWQXX C000012380 Premier Sweep Shares SWZXX 0000857156 S000004506 Schwab Government Money Fund C000012381 Sweep Shares SWGXX C000151955 Purchased Shares SNVXX 0000857156 S000004507 Schwab U.S. Treasury Money Fund C000012382 Schwab U.S. Treasury Money Fund SWUXX 0000857156 S000004508 Schwab Value Advantage Money Fund C000012383 Investor Shares SWVXX C000012384 Select Shares SWBXX C000012385 Institutional Shares SWAXX C000038267 Institutional Prime Shares SNAXX 0000857156 S000004509 Schwab Retirement Advantage Money Fund C000012386 Schwab Retirement Advantage Money Fund SWIXX 0000857156 S000004510 Schwab Investor Money Fund C000012387 Schwab Investor Money Fund SWRXX 0000857156 S000004511 Schwab Municipal Money Fund C000012388 Sweep Shares SWXXX C000012389 Value Advantage Shares SWTXX C000012390 Select Shares SWLXX C000012391 Institutional Shares SWOXX 0000857156 S000004512 Schwab California Municipal Money Fund C000012392 Sweep Shares SWCXX C000012393 Value Advantage Shares SWKXX 0000857156 S000004513 Schwab New York AMT Tax-Free Money Fund C000012394 Sweep Shares SWNXX C000012395 Value Advantage Shares SWYXX 0000857156 S000036659 Schwab Treasury Obligations Money Fund C000112046 Value Advantage Shares SNOXX C000112047 Sweep Shares SNTXX 497 1 d870976d497.htm 497 497

THE CHARLES SCHWAB FAMILY OF FUNDS

Schwab Taxable Money Funds

Supplement dated February 27, 2015,

to the Statement of Additional Information (“SAI”) dated April 30, 2014

Schwab Tax-Free Money Funds

Supplement dated February 27, 2015,

to the SAI dated April 30, 2014, as supplemented September 29, 2014

Schwab Government Money FundTM (Purchased Shares)

Supplement dated February 27, 2015,

to the SAI dated January 20, 2015

SCHWAB ANNUITY PORTFOLIOS

Schwab Money Market PortfolioTM & Schwab S&P 500 Index Portfolio

Supplement dated February 27, 2015,

to the SAI dated April 30, 2014, as supplemented November 21, 2014

Schwab MarketTrack Growth Portfolio IITM

Supplement dated February 27, 2015,

to the SAI dated April 30, 2014

Schwab VIT Portfolios

Supplement dated February 27, 2015,

to the SAI dated April 30, 2014, as supplemented May 8, 2014

SCHWAB CAPITAL TRUST

Schwab Monthly Income Funds

Supplement dated February 27, 2015,

to the SAI dated April 30, 2014, as supplemented November 21, 2014

Schwab Fundamental Global Real Estate Index Fund

Supplement dated February 27, 2015,

to the SAI dated September 3, 2014, as supplemented November 21, 2014

SCHWAB INVESTMENTS

Schwab Global Real Estate Fund

Supplement dated February 27, 2015,

to the SAI dated June 30, 2014, as supplemented November 21, 2014

Schwab Taxable Bond Funds

Supplement dated February 27, 2015,

to the SAI dated December 16, 2014

Schwab Tax-Free Bond Funds

Supplement dated February 27, 2015,

to the SAI dated December 16, 2014, as supplemented February 13, 2015

LAUDUS TRUST

Laudus Mondrian Funds

Supplement dated February 27, 2015,

to the SAI dated July 29, 2014, as supplemented October 1, 2014


Laudus U.S. Large Cap Growth Fund

Supplement dated February 27, 2015,

to the SAI dated July 29, 2014

 

 

This supplement provides new and additional information beyond that contained in the SAIs

and should be read in conjunction with the SAIs.

 

I. Revised Board of Trustees Table

Effective February 6, 2015, Charles A. Ruffel was added to the Board of Trustees. Additionally effective March 9, 2015, Mariann Byerwalter resigned from the Board of Trustees. As such, the Board of Trustees table under the “Management of the Funds” section in each SAI is deleted and replaced in its entirety with the following table.

 

NAME, YEAR OF BIRTH,
AND POSITION(S)
WITH THE TRUST;

(TERM OF OFFICE AND

LENGTH OF TIME SERVED1)

  PRINCIPAL OCCUPATIONS
DURING THE PAST FIVE  YEARS
  NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY  THE
TRUSTEE
  OTHER
DIRECTORSHIPS
DURING  THE
PAST FIVE
YEARS

INDEPENDENT TRUSTEES

John F. Cogan

1947

Trustee

(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust and Laudus Institutional Trust since 2010)

  Senior Fellow, The Hoover Institution at Stanford University (Oct. 1979 – present); Senior Fellow Stanford Institute for Economic Policy Research (2000 – present); Professor of Public Policy, Stanford University (1994 – present).   74   Director, Gilead Sciences, Inc. (2005 – present)

David L. Mahoney

1954

Trustee

(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2011)

  Private Investor.   74  

Director, Symantec Corporation (2003 – present)

 

Director, Corcept Therapeutics Incorporated (2004 – present)

 

Director, Adamas Pharmaceuticals, Inc. (2009 – present)

Kiran M. Patel

1948

Trustee

(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2011)

  Retired. Executive Vice President and General Manager of Small Business Group, Intuit, Inc. (financial software and services firm for consumers and small businesses) (Dec. 2008 – Sept. 2013)   74   Director, KLA-Tencor Corporation (2008 – present)


NAME, YEAR OF BIRTH,
AND POSITION(S)
WITH THE TRUST;

(TERM OF OFFICE AND

LENGTH OF TIME SERVED1)

  PRINCIPAL OCCUPATIONS
DURING THE PAST FIVE  YEARS
  NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY  THE
TRUSTEE
  OTHER
DIRECTORSHIPS
DURING  THE
PAST FIVE
YEARS

Charles A. Ruffel

1956

Trustee

(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios, Laudus Trust and Laudus Institutional Trust since 2015)

  Managing Partner and Co-Founder, Kudu Advisors, LLC (financial services) (May 2009 – present); Director, Asset International, Inc. (publisher of financial services information) (Jan. 2009 – Nov. 2014).   95   None.

Gerald B. Smith

1950

Trustee

(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2000; Laudus Trust and Laudus Institutional Trust since 2010)

  Chairman, Chief Executive Officer and Founder of Smith Graham & Co. (investment advisors) (Mar. 1990 – present).   74  

Director, Eaton (2012 – present)

 

Director and Chairman of the Audit Committee, Oneok Partners LP (2003 – 2013)

 

Director, Oneok, Inc. (2009 – 2013)

 

Lead Independent Director, Board of Cooper Industries (2002 – 2012)

Joseph H. Wender

1944

Trustee

(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust and Laudus Institutional Trust since 2010)

  Senior Consultant, Goldman Sachs & Co., Inc. (investment banking and securities firm) (Jan. 2008 – present); Partner, Colgin Partners, LLC (vineyards) (Feb. 1998 – present).   74   Board Member and Chairman of the Audit Committee, Isis Pharmaceuticals (1994 – present)

INTERESTED TRUSTEES

Charles R. Schwab2

1937

Chairman and Trustee

(Chairman and Trustee of The Charles Schwab Family of Funds since 1989; Schwab Investments since 1991; Schwab Capital Trust since 1993; Schwab Annuity Portfolios since 1994; Laudus Trust and Laudus Institutional Trust since 2010)

  Chairman and Director, The Charles Schwab Corporation (1986 – present); Chairman and Director of Charles Schwab & Co., Inc. (1971 – present); Chairman and Director of Charles Schwab Investment Management, Inc. (1989 – present); Chairman and Director of Charles Schwab Bank (2003 – present); Chairman and Chief Executive Officer of Schwab (SIS) Holdings Inc. I and Schwab International Holdings, Inc. (1996 – present); and Director, Chairman and Chief Executive Officer, Schwab Holdings, Inc. (1979 – present).   74   Chairman and Director, The Charles Schwab Corporation (1986 – present) Director, Yahoo! Inc. (2014 – present)


NAME, YEAR OF BIRTH,
AND POSITION(S)
WITH THE TRUST;

(TERM OF OFFICE AND

LENGTH OF TIME SERVED1)

  PRINCIPAL OCCUPATIONS
DURING THE PAST FIVE  YEARS
  NUMBER OF
PORTFOLIOS
IN FUND
COMPLEX
OVERSEEN
BY  THE
TRUSTEE
  OTHER
DIRECTORSHIPS
DURING  THE
PAST FIVE
YEARS

Walter W. Bettinger II2

1960

Trustee

(Trustee of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust and Schwab Annuity Portfolios since 2008; Laudus Trust and Laudus Institutional Trust since 2010)

  Director, President and Chief Executive Officer, The Charles Schwab Corporation and Charles Schwab & Co., Inc. (2008 – present); Director, Charles Schwab Bank (2006 – present); and Director, Schwab Holdings, Inc. (2008 – present).   95   Director, The Charles Schwab Corporation (2008 – present)

 

II. Revised Individual Trustee Qualifications

Effective February 6, 2015, Charles A. Ruffel was added to the Board of Trustees. Additionally effective March 9, 2015, Mariann Byerwalter resigned from the Board of Trustees. As such, the “Individual Trustee Qualifications” section in each SAI is revised to delete all references to Mariann Byerwalter and to insert the following paragraph.

The Board has concluded that Mr. Ruffel should serve as Trustee of the funds because of the experience he gained as the founder and former chief executive officer of a publisher and information services firm specializing in the retirement plan industry, his experience in and knowledge of the financial services industry, and the experience he has gained serving as Trustee of the Schwab Strategic Trust funds since 2009.

 

III. Revised Board of Trustees Committee Structures

Effective February 6, 2015, Charles A. Ruffel was added to the Board of Trustees. Effective February 23, 2015, the “Audit and Compliance Committee” name was changed to “Audit, Compliance and Valuation Committee.” Additionally effective March 9, 2015, Mariann Byerwalter resigned from the Board of Trustees. As such, the “Trustee Committees” section in each SAI is revised as follows:

 

  a. All references to Mariann Byerwalter are deleted.
  b. The “Audit and Compliance Committee” name is changed to “Audit, Compliance and Valuation Committee.”
  c. The members of the Audit, Compliance and Valuation Committee shall be Kiran Patel (Chair), John F. Cogan and David L. Mahoney.
  d. The members of the Governance Committee shall be John F. Cogan (Chair), David L. Mahoney and Joseph H. Wender.
  e. The members of the Investment Oversight Committee shall be Gerald B. Smith (Chair), Charles A. Ruffel and Joseph H. Wender.

 

IV. Revised Securities Beneficially Owned By Each Trustee

Effective February 6, 2015, Charles A. Ruffel was added to the Board of Trustees. Additionally effective March 9, 2015, Mariann Byerwalter resigned from the Board of Trustees. As such, the “Securities Beneficially Owned By Each Trustee” section in each SAI is revised to delete all references to Mariann Byerwalter and to insert the following table as of December 31, 2014.

 

NAME OF TRUSTEE   DOLLAR RANGE OF TRUSTEE
OWNERSHIP IN THE  FUND
  AGGREGATE DOLLAR
RANGE  OF TRUSTEE
OWNERSHIP IN THE
FAMILY OF INVESTMENT
COMPANIES

Independent Trustees

Charles A. Ruffel   $0   Over $100,000


V. Revised Proxy Voting Appendix

The Appendix entitled “Description of Proxy Voting Policies and Procedures” in each SAI is deleted and replaced in its entirety with the attached Appendix.

 

 

 

 

PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

REG85044-00 (02/15) © 2015 All Rights Reserved

00136133


Charles Schwab Investment Management, Inc.

The Charles Schwab Family of Funds

Schwab Investments

Schwab Capital Trust

Schwab Annuity Portfolios

Laudus Trust

Laudus Institutional Trust

Schwab Strategic Trust

 

PROXY VOTING POLICY AND PROCEDURES

AS OF MARCH, 2015

 

 

I. INTRODUCTION

Charles Schwab Investment Management, Inc. (“CSIM”), as an investment adviser, is generally responsible for voting proxies with respect to the securities held in accounts of investment companies and other clients for which it provides discretionary investment management services. CSIM’s Proxy Committee exercises and documents CSIM’s responsibility with regard to voting of client proxies (the “Proxy Committee”). The Proxy Committee is composed of representatives of CSIM’s Fund Administration, Portfolio Management, and Legal Departments, and chaired by CSIM’s Chief Investment Officer, Equities or his/her delegate. The Proxy Committee reviews and may amend periodically these policies. The policies stated in these Proxy Voting Policy and Procedures (the “Proxy Policies”) pertain to all of CSIM’s clients.

The Boards of Trustees (the “Trustees”) of The Charles Schwab Family of Funds, Schwab Investments, Schwab Capital Trust, and Schwab Annuity Portfolios (“Schwab Funds”) have delegated the responsibility for voting proxies to CSIM through their respective Investment Advisory and Administration Agreements. In addition, the Boards of Trustees (the “Trustees”) of Laudus Trust and Laudus Institutional Trust (“Laudus Funds”) and the Schwab Strategic Trust (“Schwab ETFs”; collectively, the Schwab Funds, the Laudus Funds and the Schwab ETFs are the “Funds”) have delegated the responsibility for voting proxies to CSIM through their respective investment advisory agreements. The Trustees have adopted these Proxy Policies with respect to proxies voted on behalf of the various Schwab Funds, Laudus Funds, and Schwab ETFs portfolios. CSIM will present amendments to the Trustees for approval. However, there may be circumstances where the Proxy Committee deems it advisable to amend the Proxy Policies between regular Schwab Funds, Laudus Funds and Schwab ETFs Board meetings. In such cases, the Trustees will be asked to ratify any changes at the next regular meeting of the Board.

To assist CSIM in its responsibility for voting proxies and the overall proxy voting process, CSIM has retained Glass Lewis & Co. (“Glass Lewis”) as an expert in the proxy voting and corporate governance area. The services provided by Glass Lewis include in-depth research, global issuer analysis, and voting recommendations as well as vote execution, reporting and record keeping.

The Proxy Committee has the ultimate responsibility for making the determination of how to vote the shares to seek to maximize the value of that particular holding.

 

 

1                         


II. PHILOSOPHY

CSIM believes that its role as a fiduciary is of utmost importance. In voting proxy ballots, CSIM’s ultimate objective is to maximize the value of our clients’ investments by protecting the long term best interests of shareholders. CSIM believes that directors, as shareholders’ elected representatives, are best positioned to oversee the management of companies in which its clients invest, thereby promoting and protecting its clients’ long term interests. Therefore, CSIM will generally support the board’s recommendations unless concerns arise, such as the board’s performance, accountability or management of conflicts of interests.

CSIM invests on behalf of its clients in companies domiciled all over the world. Since corporate governance standards and best practices differ by country and jurisdiction, the market context is taken into account in the analysis of proposals. Furthermore, there are instances where CSIM may determine that voting is not in the best interests of its clients (typically due to costs or to trading restrictions) and will refrain from submitting votes.

 

III. PROXY VOTING GUIDELINES

The Proxy Committee receives and reviews Glass Lewis’ written proxy voting policies and procedures (“Glass Lewis’ Proxy Policies”). Positions on proposals are evaluated by the Proxy Committee in the long term best interests of shareholders. Below is a description of CSIM’s guidelines on key proposals. In other circumstances, CSIM generally will utilize the Glass Lewis’ Proxy Policies (which are posted on the Funds’ website).

 

  A. DIRECTORS AND AUDITORS

 

  i. Directors

As a starting point, CSIM expects the board to be composed of a majority of independent directors and to be responsive to shareholders. CSIM also expects directors that serve on a company’s nominating, compensation or audit committee to be independent.

Factors that may result in a vote against one or more directors:

 

    The board is not majority independent

 

    Non-independent directors serve on the nominating, compensation or audit committees

 

    Director recently failed to attend at least 75% of meetings or serves on an excessive number of publically traded company boards

 

    Directors approved executive compensation schemes that appear misaligned with shareholders’ interests

 

    Director recently acted in a manner inconsistent with the CSIM Proxy Procedures or failed to be responsive to concerns of a majority of shareholders

 

 

2                         


  ii. Auditors

CSIM typically supports the ratification of auditors unless CSIM believes that the auditors’ independence may have been compromised.

Factors that may result in a vote against the ratification of auditors:

 

    Audit-related fees are more than half of the total fees paid by the company to the audit firm

 

    A recent material restatement of annual financial statements

 

  B. BOARD MATTERS

 

  i. Classified Boards

CSIM generally defers to management’s recommendation for classified board proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.

Factors that may result in a vote supporting a shareholder proposal to de-classify a board:

 

    The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings

 

    The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting

 

    The company had material financial statement restatements

 

    The company’s board adopted a poison pill during the past years and did not put it up for shareholder approval

 

  ii. Majority Voting

CSIM generally supports majority voting proposals when they call for plurality voting standards in contested elections.

 

  iii. Cumulative Voting

CSIM typically supports the concept of voting rights being proportional to shareholders’ economic stake in the company. Therefore, CSIM will generally not support cumulative voting proposals unless the company has a controlling shareholder or shareholder group and has plurality voting standards.

 

  iv. Proxy Access

CSIM generally defers to management’s recommendation for proxy access proposals unless CSIM has particular concerns regarding the board’s accountability or responsiveness to shareholders.

 

 

3                         


Factors that may result in a vote supporting proxy access:

 

    The company did not implement a shareholder proposal that was passed by shareholders at two previous shareholder meetings

 

    The company nominated directors for election that did not receive a majority of shareholder support at the previous shareholder meeting

 

    The company had material financial statement restatements

 

    The company’s board adopted a poison pill during the past years and did not put it up for shareholder approval

 

  v. Independent Chair

CSIM believes that the board is typically best positioned to determine its leadership structure. Therefore, CSIM will typically not support proposals requiring an independent chairman unless CSIM has concerns regarding the company’s stock price performance. CSIM finds a company’s stock price performance especially concerning when a company is at the bottom quartile of its level 2 Global Industry Classification Standard (“GICS”) group for the prior three consecutive years.

 

  C. COMPENSATION

 

  i. Advisory Vote on Executive Compensation and Frequency

CSIM generally supports advisory votes on executive compensation (also known as “Say-On-Pay”) when the compensation scheme appears aligned with shareholder economic interests and lacks problematic features.

Factors that may result in a vote against Say-On-Pay:

 

    Executive compensation is out of line with industry peers considering the company’s performance over time

 

    Plan includes significant guaranteed bonuses or has a low amount of compensation at risk

 

    Executive compensation plans offers excessive perquisites, tax-gross up provisions, or golden parachutes

CSIM typically supports annual advisory votes on executive compensation.

 

  ii. Equity Award Plans

CSIM generally supports stock-based compensation plans when they do not overly dilute shareholders by providing participants with excessive awards and lack problematic features.

Factors that may result in a vote against Equity Compensation Plans:

 

    Plan’s total potential dilution appears excessive

 

    Plan’s burn rate appears excessive compared to industry peers

 

    Plan allows for the re-pricing of options without shareholder approval

 

    Plan has an evergreen feature

 

 

4                         


  iii. Employee Stock Purchase Plans

CSIM supports the concept of broad employee participation in a company’s equity. Therefore, CSIM typically supports employee stock purchase plans when the shares can be purchased at 85% or more of the shares’ market value.

 

  iv. Re-price/Exchange Option Plans

CSIM generally only supports management’s proposals to re-price options when the plan excludes senior management and directors, does not excessively dilute shareholders, and the company has not significantly underperformed its industry peers over time.

 

  D. ANTI-TAKEOVER ISSUES

 

  i. Shareholder Rights Plan

Shareholder Rights Plans (also known as “Poison Pills”) constrains a potential acquirer’s ability to buy shares in a company above a certain threshold without the approval of the company’s board of directors. While a poison pill may help a company in achieving a higher bid, it may also entrench the incumbent management and board. CSIM believes that shareholders should have the right to approve a poison pill within a year of its adoption. CSIM generally votes against poison pills that do not have safeguards to protect shareholder interests.

Factors that may result in a vote against Shareholder Rights Plans:

 

    Plan does not expire in a relatively short time horizon

 

    Plan does not have a well-crafted permitted bid or qualified offer feature that mandates shareholder votes in certain situations

 

    Plan automatically renews without shareholder approval

 

    Company’s corporate governance profile

 

  ii. Right to Call Special Meeting

CSIM generally votes against the right to call a special meeting unless the threshold to call a special meeting is 25% or more of shares outstanding to avoid wasting corporate resources.

 

  iii. Right to Act by Written Consent

CSIM generally votes against the right to act by written consent if the company already offers the right the call special meetings. CSIM expects appropriate mechanisms for implementation including that the threshold to request that the company establish a record date to determine which shareholders are entitled to act be 25% or more of shares outstanding.

 

  vi. Supermajority Voting

CSIM generally supports the concept of simple majority standards to pass proposals. 

 

 

5                         


  E. CAPITAL STRUCTURE, MERGERS AND ACQUISITIONS

 

  i. Increase in Authorized Common Shares

CSIM typically supports proposals to increase the authorized shares unless the company does not sufficiently justify the need for the use of the proposed shares.

 

  ii. Preferred Shares

CSIM generally supports proposals to create a class of preferred shares with specific voting, dividend, conversion and other rights.

 

  iii. Mergers and Acquisitions

CSIM generally supports transactions that appear to maximize shareholder value. In assessing the proposals, CSIM considers the proposed merger’s strategic rationale, the offer premium, the board’s oversight of the sales process, and other pertinent factors.

 

  F. ENVIRONMENTAL AND SOCIAL PROPOSALS

Environmental and Social shareholder proposals typically request companies to change their business practices or to enhance their disclosures. CSIM believes that in most instances, the board is best positioned to evaluate the impact of these proposals on the company’s business. Therefore, CSIM generally defer to the board’s recommendation unless the proposal has successfully articulated a demonstrable tangible economic impact on shareholder value.

 

  i. Political Contribution and social proposals

CSIM expects the boards of directors to have an oversight process for political contributions and lobbying proposals. CSIM generally votes against political spending shareholder proposals unless there is no evidence of board oversight.

 

IV. ADMINISTRATION

 

  A. CONFLICTS OF INTERESTS

With respect to proxies of a Fund, the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of the Fund (i.e., “echo vote”), unless otherwise required by law. When required by law or applicable exemptive order, the Proxy Committee will also “echo vote” proxies of an unaffiliated mutual fund or exchange traded fund (“ETF”). For example, certain exemptive orders issued to the Funds by the Securities and Exchange Commission and Section 12(d)(1)(F) of the Investment Company Act of 1940, as amended, require the Funds, under certain circumstances, to “echo vote” proxies of registered investment companies that serve as underlying investments of the Funds. When not required to “echo vote,” the Proxy Committee will delegate to Glass Lewis responsibility for voting proxies of an unaffiliated mutual fund or ETF in accordance with CSIM’s Proxy Policies.

 

 

6                         


In addition, with respect to holdings of The Charles Schwab Corporation (“CSC”) (ticker symbol: SCHW), the Proxy Committee will vote such proxies in the same proportion as the vote of all other shareholders of CSC (i.e., “echo vote”), unless otherwise required by law.

Except as described above for proxies solicited by the Funds or CSC and the items described under the Proxy Voting Guidelines above, proxy issues that present material conflicts of interest between CSIM, and/or any of its affiliates, and CSIM’s clients will be delegated to Glass Lewis responsibility for voting such proxies in accordance with CSIM’s Proxy Policies.

 

  B. FOREIGN SECURITIES/SHAREBLOCKING

CSIM has arrangements with Glass Lewis for the execution of proxy votes. However, voting proxies with respect to shares of foreign securities may involve significantly greater effort and corresponding cost than voting proxies with respect to domestic securities, due to the variety of regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Problems voting foreign proxies may include the following:

 

    proxy statements and ballots written in a foreign language;

 

    untimely and/or inadequate notice of shareholder meetings;

 

    restrictions of foreigner’s ability to exercise votes;

 

    requirements to vote proxies in person;

 

    requirements to provide local agents with power of attorney to facilitate CSIM’s voting instructions.

In consideration of the foregoing issues, Glass Lewis uses its best-efforts to vote foreign proxies. As part of its ongoing oversight, the Proxy Committee will monitor the voting of foreign proxies to determine whether all reasonable steps are taken to vote foreign proxies. If the Proxy Committee determines that the cost associated with the attempt to vote outweighs the potential benefits clients may derive from voting, the Proxy Committee may decide not to attempt to vote. In addition, certain foreign countries impose restrictions on the sale of securities for a period of time before and/or after the shareholder meeting. To avoid these trading restrictions, the Proxy Committee instructs Glass Lewis not to vote such foreign proxies.

 

  C. SECURITIES LENDING

Certain of the Funds enter into securities lending arrangements with lending agents to generate additional revenue for their portfolios. In securities lending arrangements, any voting rights that accompany the loaned securities generally pass to the borrower of the securities, but the lender retains the right to recall a security and may then exercise the security’s voting rights. In order to vote the proxies of securities out on loan, the securities must be recalled prior to the established record date. CSIM will use its best efforts to recall a Fund’s securities on loan and vote such securities’ proxies if (a) the proxy relates to a special meeting of shareholders of the issuer (as opposed to the issuer’s annual meeting of shareholders), or (b) the Fund owns more than 5% of the outstanding shares of the issuer. Further, it is CSIM’s policy to use its best efforts to recall securities on loan and vote such securities’ proxies if CSIM determines that the proxies involve a material event affecting the loaned securities. CSIM may utilize third-party service providers to assist it in identifying and evaluating whether an event is material. CSIM may also recall securities on loan and vote such securities’ proxies in its discretion.

 

 

7                         


  D. SUB-ADVISORY RELATIONSHIPS

Where CSIM has delegated day-to-day investment management responsibilities to an investment sub-adviser, CSIM may (but generally does not) delegate proxy voting responsibility to such investment sub-adviser. Each sub-adviser to whom proxy voting responsibility has been delegated will be required to review all proxy solicitation material and to exercise the voting rights associated with the securities it has been allocated in the best interest of each investment company and its shareholders, or other client. Prior to delegating the proxy voting responsibility, CSIM will review each sub-adviser’s proxy voting policy to determine whether it believes that each sub-adviser’s proxy voting policy is generally consistent with the maximization of economic benefits to the investment company or other client.

 

  E. REPORTING AND RECORD RETENTION

CSIM will maintain, or cause Glass Lewis to maintain, records that identify the manner in which proxies have been voted (or not voted) on behalf of CSIM clients. CSIM will comply with all applicable rules and regulations regarding disclosure of its or its clients’ proxy voting records and procedures.

CSIM will retain all proxy voting materials and supporting documentation as required under the Investment Advisers Act of 1940 and the rules and regulations thereunder.

 

 

8